Exhibit 10.1


 


COHERENT, INC.


 


2001 STOCK PLAN


 


TERMS
AND CONDITIONS OF RESTRICTED STOCK UNITS


 


1.     Grant.  The Company hereby grants to the Employee an
award of  Restricted Stock Units (“RSUs”), as set forth in the Notice of
Grant, subject to the terms and conditions in this agreement (the “Agreement”) and
in the Company’s 2001 Stock Plan (the “Plan”).


 


2.     Company’s Obligation.  Each RSU represents the right to receive a
Share on the vesting date.  Unless and
until the RSUs vest, the Employee will have no right to receive Shares under
such RSUs.  Prior to actual distribution
of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured
obligation of the Company, payable (if at all) only from the general assets of
the Company.


 


3.     Vesting Schedule.  The RSUs shall vest as set forth in the
Notice of Grant.


 


4.     Forfeiture upon
Termination as an Employee.   Notwithstanding any contrary
provision of this Agreement or the Notice of Grant, if the Employee terminates active
service as an employee with the Company or any of its Subsidiaries for any or
no reason prior to vesting, the unvested RSUs awarded by this Agreement will
thereupon be forfeited at no cost to the Company.


 


5.     Settlement Upon Vesting.  Any RSUs that vest in accordance with
paragraph 3 will be distributed to the Employee (or in the event of the
Employee’s death, to his or her estate) in Shares.


 


6.     Responsibility for Taxes.  Regardless of any action the Company
or the Employee’s employer (the “Employer”) takes with respect to any or
all income tax, social insurance, payroll tax, payment on account, or other
tax-related items related to the Employee’s
participation in the Plan and applicable to the
Employee (“Tax-Related Items”), the
Employee acknowledges that the ultimate liability for all Tax-Related
Items is and remains the Employee’s
responsibility and may exceed the amount actually withheld by the Company or
the Employer.  The Employee further acknowledges that the Company and/or the
Employer (1) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the RSUs,
including, but not limited to, the grant, vesting or settlement of the RSUs,
the issuance of Shares upon settlement of the RSU, and the subsequent sale of Shares
acquired pursuant to such issuance; and (2) do not commit to and are under
no obligation to structure the terms of the grant or any aspect of the RSUs to
reduce or eliminate the Employee’s
liability for Tax-Related Items or achieve any particular tax result.  Further, if the Employee has become
subject to tax in more than one jurisdiction between the date of grant and the
date of any relevant taxable event, the Employee acknowledges
that the Company  and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related
Items in more than one jurisdiction.


 

















 


Prior to any relevant
taxable or tax withholding event, as applicable, the Employee will pay or make adequate arrangements satisfactory
to the Company and/or the Employer to satisfy all Tax-Related Items.  In this regard, the Employee authorizes the Company and/or the Employer, or their
respective agents, at their discretion, to satisfy the obligations with regard
to all Tax-Related Items by one or a combination of the following:


 


a.        withholding from the Employee’s wages or other cash compensation paid to the Employee by the Company and/or the
Employer; or


 


b.       withholding from proceeds of the sale of
Shares acquired upon vesting/settlement of the RSUs either through a voluntary
sale or through a mandatory sale arranged by the Company  (on the Employee’s behalf
pursuant to this authorization); or


 


c.        withholding in Shares to be issued upon
vesting/settlement of the RSUs.


 


To avoid negative
accounting treatment, the Company may withhold or account for Tax-Related Items
by considering applicable minimum statutory withholding amounts or other
applicable withholding rates.  If the
obligation for Tax-Related Items is satisfied by withholding in Shares, for tax
purposes, the Employee is deemed to
have been issued the full number of Shares subject to the vested RSUs,
notwithstanding that a number of the Shares are held back solely for the
purpose of paying the Tax-Related Items due as a result of any aspect of the Employee’s participation in the Plan.


 


Finally, the Employee shall pay to the Company or
the Employer any amount of Tax-Related Items that the Company or the Employer
may be required to withhold or account for as a result of the Employee’s participation in the Plan
that cannot be satisfied by the means previously described.  The
Company may refuse to issue or deliver the shares or the proceeds of the
sale of Shares if the Employee
fails to comply with the Employee’s
obligations in connection with the Tax-Related Items.


 


7.     Rights as Stockholder.  Neither the Employee nor any person claiming
under or through the Employee will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder
unless and until certificates representing such Shares will have been issued,
recorded on the records of the Company or its transfer agents or registrars,
and delivered to the Employee or the Employee’s broker.


 


8.     Acknowledgements. 
The  Employee acknowledges the following:


 


a.        The Company (and not the Employer) is
granting the RSUs.  The Company will
administer the Plan from the United States, which may be outside the Employee’s
country of residence, and the laws of the United States of America and/or the
State of California law will govern all RSUs granted under the Plan (as
described in paragraph 19).


 


b.       The benefits and rights provided under the
Plan, if any, are wholly discretionary and, although provided by the Company,
do not constitute regular or periodic payments.


 


c.        The Employee is voluntarily participating
in the Plan.


 


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d.       The RSUs and the Shares subject to the
RSUs are not intended to replace any pension rights or compensation.


 


e.        The RSUs and the Shares subject to the
RSUs are not part of normal or expected compensation or salary for any
purposes, including, but not limited to, calculating any severance,
resignation, termination, redundancy, dismissal, end of service payments, vacation,
bonuses, long-service awards, pension, or retirement or welfare benefits or
similar payments, and in no event should be considered as compensation for, or
relating in any way to, past services for the Company, the Employer, or any
Subsidiary of the Company.


 


f.        No claim or
entitlement to compensation or damages shall arise from forfeiture of the RSUs
resulting from termination of the Employee’s employment by the Company or the
Employer (for any reason whatsoever and whether or not in breach of local labor
laws), and in consideration of the grant of the RSUs to which the Employee is
otherwise not entitled, the Employee irrevocably agrees never to institute
any such claim against the Company or the Employer, waive his or her ability,
if any, to bring any such claim, and releases the Company  and
the Employer from any such claim; if, notwithstanding the foregoing, any such
claim is allowed by a court of competent jurisdiction, then, by participating
in the Plan, the Employee shall be deemed irrevocably to have agreed not to
pursue such claim and agrees to execute any and all documents necessary to
request dismissal or withdrawal of such claims.


 


g.       The future value of the underlying Shares
is unknown and cannot be predicted with certainty.


 


h.       The grant of the RSUs, and all decisions with respect
to any future grant of RSUs under the Plan, is at the complete discretion of
the Company.


 


i.         The grant of the RSUs is voluntary and occasional and
does not create any obligation to grant any further RSUs, or benefits in lieu
of RSUs, even if RSUs have been granted repeatedly in the past and whether or
not such a reservation is explicitly stated at the time of such a grant.


 


j.         The Plan is established voluntarily by the Company, it
is discretionary in nature, and it may be modified, amended, suspended, or
terminated by the Company at any time.


 


k.        The RSUs, the Shares subject to the RSUs, and the Plan
are extraordinary items that do not constitute compensation of any kind for
services of any kind rendered to the Company or the Employer and will not be
deemed to constitute, and will not be construed by the Employee to constitute,
part of the terms and conditions of employment or any employment contract, and
the Company will not incur any liability of any kind to the Employee as a
result of any change or amendment, or any cancellation, of the Plan at any
time.


 


l.         The Employee’s
participation in the Plan shall not create a right to further employment with
the Employer and shall not interfere with the ability of the Employer to
terminate the employment relationship at any time.


 


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m.       The grant of RSUs and the Employee’s participation in
the Plan will not be interpreted to constitute, and will not be deemed by the Employee
to constitute, an employment contract or labor relationship of any kind with
the Company or any Subsidiary.


 


n.       In the event of termination of the Employee’s
employment (whether or not in breach of local labor laws), the Employee’s right
to vest in the RSUs under the Plan, if any, will terminate effective as of the
date that the Employee is no longer actively employed and will not be extended
by any notice period mandated under local law (e.g.,
active employment would not include a period of “garden leave” or similar period
pursuant to local law); the Administrator shall have the exclusive discretion
to determine when the Employee is no longer actively employed for purposes of
the Employee’s RSU grant.


 


o.       The RSUs and the benefits under the Plan, if any, will
not automatically transfer to another company in the case of a merger,
take-over, or transfer of liability.


 


9.     Data Privacy. 
By entering into this Agreement, and as a condition of the grant of the
RSUs, the Employee hereby explicitly and unambiguously consents to the
collection, use, and transfer, in electronic or other form, of the Employee’s
personal data as described in this Agreement and any other RSU grant materials
by and among, as applicable, the Employer, the Company, and its Subsidiaries for
the exclusive purpose of implementing, administering, and managing the Employee’s
participation in the Plan.


 


The Employee
understands that the Company and the Employer may hold certain personal
information about the Employee, including, but not limited to, the Employee’s
name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any Shares or
directorships held in the Company, details of all RSUs or other entitlement to
Shares awarded, canceled, exercised, vested, unvested, or outstanding in the Employee’s
favor, for the purpose of implementing, managing, and administering the Plan (“Data”).


 


The Employee understands that Data may be transferred to any
third parties assisting in the implementation, administration, and management
of the Plan, that these recipients may be located in the Employee’s country or
elsewhere, and that the recipients’ country may have different data privacy
laws and protections than the Employee’s country.  The Employee 
authorizes the recipients to receive, possess, use, retain and transfer
the Data, in electronic or other form, for the purposes of implementing,
administering and managing the Employee’s 
participation in the Plan, including any requisite transfer of such Data
as may be required to a broker or other third party with whom the Employee may
elect to deposit any Shares acquired upon vesting of the RSUs.


 


The Employee understands that the Employee may request a
list with the names and addresses of any potential recipients of the Data by contacting
the Employee’s local human resources representative. The Employee understands
that Data will be held as long as is reasonably necessary to implement,
administer, and manage his or her participation in the Plan, and the Employee
may, at any time, view Data, request additional information about the storage
and processing of Data, require any necessary amendments to Data, or refuse or
withdraw the consents herein, in any case without cost, by contacting in
writing the Employee’s local human resources representative.  The Employee acknowledges that refusing or
withdrawing consent may affect the Employee’s ability to 


 


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participate in the Plan. 
For more information on the consequences of refusal to consent or
withdrawal of consent, the Employee understands that he or she may contact the
Employee’s local human resources representative.


 


10.   No Advice Regarding Grant.  The Company is not providing any tax, legal, or financial advice,
nor is the Company making any recommendations regarding the Employee’s participation in the Plan or the Employee’s acquisition or sale of the
underlying Shares.  The Employee is hereby advised to
consult with his or her own personal tax, legal, and financial advisors
regarding the Employee’s participation in the Plan before taking any action
related to the Plan.


 


11.   Language.  The Employee
has received the terms and conditions of this RSU Agreement and any other
related communications, and the Employee consents to having received these
documents in English.  If the Employee
has received this Agreement or any other communications related to the Plan
translated into a language other than English, and if the meaning of the translated
version is different than the English version, the English version will
control.


 


12.   Electronic Delivery.  The Company may, in its sole discretion, decide to
deliver any documents related to current or future participation in the Plan by
electronic means.  The Employee hereby consents to receive
such documents by electronic delivery and agrees to participate in the Plan
through an on-line or electronic system established and maintained by the
Company or a third party designated by
the Company.


 


13.   Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement shall be addressed to the Company, in care of Stock
Plan Administration at Coherent, Inc., 5100 Patrick Henry Drive, Santa
Clara, CA  95054, or at such other
address as the Company may hereafter designate in writing.


 


14.   Conditions for Issuance
of Certificates for Stock.  The
shares of stock deliverable to the Employee may be either previously authorized
but unissued shares or issued shares that have been reacquired by the
Company.  The Company shall not be
required to issue any certificate or certificates for shares of stock hereunder
prior to fulfillment of all the following conditions:  (a) the admission of such shares to
listing on all stock exchanges on which such class of stock is then listed; (b) the
completion of any registration or other qualification of such shares under any law
or under the rulings or regulations of the United States Securities and
Exchange Commission or any other governmental regulatory body, whether in the
United States or elsewhere, which the Company shall, in its absolute
discretion, deem necessary or advisable; (c) the obtaining of any approval
or other clearance from any governmental agency, which the Company shall, in
its absolute discretion, determine to be necessary or advisable; and (d) the
lapse of such reasonable period of time following the date of grant of the
Restricted Stock Unit as the Company may establish from time to time for
reasons of administrative convenience.


 


15.   Plan Governs. 
This Agreement is subject to all terms and provisions of the Plan.  In the event of a conflict between one or
more provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan shall govern. 
Capitalized terms used and not defined in this Agreement shall have the meaning
set forth in the Plan.


 


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16.   Captions.  Captions
provided herein are for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.


 


17.   Agreement Severable. 
In the event that any provision in this Agreement shall be held invalid
or unenforceable, such provision shall be severable from, and such invalidity
or unenforceability shall not be construed to have any effect on, the remaining
provisions of this Agreement.


 


18.   Modifications to the Agreement. 
This Agreement (including any Appendix) constitutes the entire
understanding of the parties on the subjects covered.  The Employee expressly warrants that he or
she is not executing this Agreement in reliance on any promises,
representations, or inducements other than those contained herein.


 


19.   Governing Law. 
The RSU grant and the provisions of this Agreement will be governed by,
and subject to, the internal substantive laws, but not the choice of law rules,
of the State of California.  For purposes of
litigating any dispute that arises directly or indirectly from the relationship
of the parties evidenced by the grant or this Agreement, the parties hereby
submit to and consent to the exclusive jurisdiction of the State of California  and agree that such litigation shall be
conducted only in the courts of Santa
Clara County, California, or the federal courts for the United States
for the Northern District of California,
and no other courts, where this grant is made and/or to be performed.


 


20.   Appendix.  Notwithstanding any provisions in this Agreement, the
RSU grant shall be subject to any special terms and conditions set forth in any
Appendix to this Agreement for the
Employee’s country.  Moreover, if the Employee relocates to
one of the countries included in the Appendix, the special terms and conditions
for such country will apply to Participant, to the extent  the Company determines that the application of such terms
and conditions is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan.  The Appendix
constitutes part of this Agreement.


 


21.   Imposition of Other Requirements. 
The Company reserves the right to impose other requirements on the Employee’s participation in the Plan,
on the RSUs, and on any Shares acquired under the Plan, to the extent the
Company determines it is necessary or advisable in order to comply with local
law or facilitate the administration of the Plan, and to require the Employee
to sign any additional agreements or undertakings that may be necessary to
accomplish the foregoing.


 


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COHERENT, INC.


 


2001 STOCK PLAN


 


APPENDIX A


 


ADDITIONAL
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS


 


TERMS AND CONDITIONS


 


This
Appendix includes additional terms and conditions that govern the RSUs granted
to the Employee under the Plan if he or she resides in one of the countries
listed below.  Certain capitalized terms
used but not defined in this Appendix have the meanings set forth in the Plan
and/or the Agreement.


 


NOTIFICATIONS


 


This
Appendix also includes information regarding exchange controls and certain
other issues of which the Employee should be aware with respect to
participation in the Plan.  The
information is based on the securities, exchange control, and other laws in
effect in the respective countries as of July 2009.  Such laws are often complex and change
frequently.  As a result, the Company
strongly recommends that the Employee not rely on the information in this
Appendix as the only source of information relating to the consequences of his
or her participation in the Plan because the information may be out of date at
the time the RSUs vest or the Employee sells Shares acquired under the Plan.


 


In
addition, the information contained herein is general in nature and may not
apply to the Employee’s particular situation, and the Company is not in a
position to assure the Employee of a particular result.  Accordingly, the Employee is advised to seek
appropriate professional advice as to how the relevant laws in his or her
country may apply to the Employee’s situation.


 


Finally,
if the Employee is a citizen or resident of a country other than the one in
which he or she is currently working, the information contained herein may not
be applicable.


 


CANADA


 


TERMS
AND CONDITIONS


 


Form of Payment.  Notwithstanding anything in the Plan or the
Agreement to the contrary, the Employee is prohibited from surrendering Shares
that he or she already owns or attesting to the ownership of Shares to pay any
Tax-Related Items in connection with the RSUs.


 


A-1

















 


The
following provisions apply for residents of Quebec:


 


French
Language Provision.  The parties
acknowledge that it is their express wish that this Agreement, as well as all
documents, notices and legal proceedings entered into, given or instituted pursuant
hereto or relating directly or indirectly hereto, be drawn up in English.


 


Les parties reconnaissent avoir exigé la redaction
en anglais de cette convention (“Agreement”),
ainsi que de tous documents exécutés, avis donnés
et procedures judiciaries intentées, directement ou indirectement, relativement
à la présente convention.


 


Data
Privacy Notice and Consent.  This provision supplements Paragraph 9 of
the Agreement:


 


The Employee hereby
authorizes the Company and the Company’s representatives to discuss with and
obtain all relevant information from all personnel, professional or not,
involved in the administration and operation of the Plan.  The Employee further authorizes the Company
and any Subsidiary and the Administrator of the Plan to disclose and discuss
the Plan with their advisors.  The
Employee further authorizes the Company and any Subsidiary to record such
information and to keep such information in his or her employee file.


 


CHINA


 


TERMS
AND CONDITIONS


 


Settlement
of RSUs and Sale of Shares.  Due to legal restrictions in China, upon the
vesting of RSUs, the Employee acknowledges that the Shares may be required to
be immediately sold.  Thus, as a
condition of the grant of the RSUs, the Employee agrees to the immediate sale
of any Shares issued to Employee upon vesting and settlement of the RSUs.  The Employee further agrees that the Company
is authorized to instruct its designated broker to assist with any mandatory
sale of such Shares (on the Employee’s behalf pursuant to this authorization),
and the Employee expressly authorizes the Company’s designated broker to
complete the sale of such shares.  Upon
any such sale of the Shares, the proceeds, less any Tax-Related Items and
broker’s fees or commissions, will be remitted to the Employee in accordance
with any applicable exchange control laws and regulations.  The Employee acknowledges that he or she is
not aware of any material nonpublic information with respect to the Company or
any securities of the Company as of the date of this Appendix.


 


Exchange
Control Restriction.  If the Employee is a citizen of the People’s
Republic of China, the Employee understands and agrees that, due to exchange
control laws in China, he or she will be required to immediately repatriate to
China the cash proceeds from sale of Shares acquired from the RSUs.  The Employee further understands that, under
local law, such repatriation of the cash proceeds may need to be effected
through a special exchange control account established by the Company or a
Subsidiary of the Company and the Employee hereby consents and agrees that the
proceeds from the sale of Shares acquired from the RSUs may be transferred to
such special account prior to being delivered to the Employee.  The Employee further agrees to comply with
any other requirements that may be imposed by the Company in the future in
order to facilitate compliance with exchange control requirements in
China.  These additional requirements may



 


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include,
but are not limited to, a requirement to maintain any Shares acquired from the
RSUs in an account with a Company-designated broker and/or to sell any Shares
that the Employee receives upon vesting of the RSUs (as explained above) or
upon termination of the Employee’s service with the Company and its
Subsidiaries.


 


FINLAND


 


There are no
country specific provisions.


 


FRANCE


 


TERMS
AND CONDITIONS


 


Consent to Receive Information in
English.  By accepting the Restricted Stock Units, the Employee
confirms having read and understood this Appendix, the Agreement and the Plan,
including all terms and conditions included therein, which were provided in the
English language.  The
Employee accepts the terms of those documents accordingly.


 


En
acceptant les Restricted Stock Units, le Employee confirme avoir lu et compris
cette Appendix, le Contrat et le Plan, incluant tous leurs termes et
conditions, qui ont été transmis en langue anglaise. Le Employee accepte les
dispositions de ces documents en connaissance de cause.


 


NOTIFICATIONS


 


Exchange Control Information. 
If the Employee imports or exports cash (e.g.,
sales proceeds received under the Plan) with a value equal to or exceeding €10,000
and does not use a financial institution to do so, he or she must submit a
report to the customs and excise authorities. 
If the Employee maintains a foreign bank account, he or she is required
to report such to the French tax authorities when filing his or her annual tax
return.


 


GERMANY


 


NOTIFICATIONS


 


Exchange
Control Information.  Cross-border payments in excess of €12,500
must be reported monthly to the German Federal Bank.  If the Employee uses a German bank to
transfer a cross-border payment in excess of €12,500 in connection with the
sale of Shares acquired under the Plan, the bank will make the report for the
Employee.  In addition, the Employee must
report any receivables or payables or debts in foreign currency exceeding an
amount of €5,000,000 on a monthly basis.


 


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ITALY


 


TERMS
AND CONDITIONS


 


Data
Privacy Notice and Consent.  This
provision replaces Paragraph 9 of the Agreement in its entirety:


 


The
Employee understands that the Company and the Employer as a data processor of
the Company may hold certain personal information about the Employee,
including, but not limited to, the Employee’s name, home address and telephone
number, date of birth, social insurance or other identification number, salary,
nationality, job title, any Shares or directorships held in the Company or any
subsidiary or affiliate, details of all RSUs or any other entitlement to Shares
awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s
favor, and that the Company and the Employer will process said data and other
data lawfully received from a third party (collectively, “Personal Data”) for
the exclusive purpose of managing and administering the Plan and complying with
applicable laws, regulations and legislation. The Employee also understands
that providing the Company with Personal Data is mandatory for compliance with
laws and is necessary for the performance of the Plan and that the Employee’s
denial to provide Personal Data would make it impossible for the Company to
perform its contractual obligations and may affect the Employee’s ability to
participate in the Plan.


 


The
Employee understands that Personal Data will not be publicized, but it may be
accessible by the Employer as a data processor of the Company and within the
Employer’s organization by its internal and external personnel in charge of
processing. Furthermore, Personal Data may be transferred to banks, other
financial institutions or brokers involved in the management and administration
of the Plan.  The Employee understands
that Personal Data may also be transferred to the independent registered public
accounting firm engaged by the Company, and also to legitimate addressees under
applicable laws.  The Employee further
understands that the Company and its subsidiaries or affiliates will transfer
Personal Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Employee’s participation
in the Plan, and that the Company and its subsidiaries or affiliates may each
further transfer Personal Data to third parties assisting the Company in the
implementation, administration and management of the Plan, including any
requisite transfer of Personal Data to a broker or other third party with whom
the Employee may elect to deposit any Shares acquired under the Plan or any
proceeds from the sale of such Shares. 
Such recipients may receive, possess, use, retain and transfer Personal
Data in electronic or other form, for the purposes of implementing,
administering and managing the Employee’s participation in the Plan.  The Employee understands that these
recipients may be acting as controllers, processors or persons in charge of
processing, as the case may be, according to applicable privacy laws, and that
they may be located in or outside the European Economic Area, such as in the
United States or elsewhere, in countries that do not provide an adequate level
of data protection as intended under Italian privacy law.


 


Should
the Company exercise its discretion in suspending all necessary legal
obligations connected with the management and administration of the Plan, it
will delete Personal Data as 


 


A-4

















 


soon
as it has accomplished all the necessary legal obligations connected with the
management and administration of the Plan.


 


The
Employee understands that Personal Data processing related to the purposes
specified above shall take place under automated or non-automated conditions,
anonymously when possible, that comply with the purposes for which Personal
Data is collected and with confidentiality and security provisions as set forth
by applicable laws and regulations, with specific reference to Legislative
Decree no. 196/2003.


 


The
processing activity, including communication, the transfer of Personal Data
abroad, including outside of the European Economic Area, as specified herein
and pursuant to applicable laws and regulations, does not require the Employee’s
consent thereto as the processing is necessary to performance of law and
contractual obligations related to implementation, administration and
management of the Plan.  The Employee
understands that, pursuant to Section 7 of the Legislative Decree no.
196/2003, he or she has the right at any moment to, including, but not limited
to, obtain confirmation that Personal Data exists or not; access; verify
content, origin and accuracy; delete; update; correct; block; or stop, for
legitimate reason, the Personal Data processing. Furthermore, the Employee is
aware that Personal Data will not be used for direct marketing purposes.  Personal Data can be reviewed and questions
or complaints can be addressed by contacting the Employee’s human resources
department.


 


Plan Document
Acknowledgment.  In accepting
the grant of the RSUs, the Employee acknowledges that he or she has received a
copy of the Plan and the Agreement, has reviewed the Plan and the Agreement,
including this Appendix, in their entirety and fully understands and accepts
all provisions of the Plan and the Agreement, including this Appendix.


 


The
Employee acknowledges that he or she has read and specifically and expressly
approves the following sections of the Agreement: Paragraph 4 on Forfeiture
upon Termination as an Employee; Paragraph 6 on Responsibility for Taxes; the
Paragraph 8 Acknowledgements; Paragraph 11 on Language; Paragraph 19 on
Governing Law; and the Data Privacy Notice and Consent section included in this
Appendix.


 


NOTIFICATIONS


 


Exchange
Control Information.  The Employee is required to report in his or
her annual tax return: (a) any transfers of cash or Shares to or from
Italy exceeding €10,000 or the equivalent amount in U.S. dollars; and (b) any
foreign investments or investments (including proceeds from the sale of Shares
acquired under the Plan) held outside of Italy exceeding €10,000 or the
equivalent amount in U.S. dollars, if the investment may give rise to income in
Italy.  The Employee is exempt from the
formalities in (a) if the investments are made through an authorized
broker resident in Italy, as the broker will comply with the reporting
obligation on the Employee’s behalf.


 


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JAPAN


 


NOTIFICATIONS


 


Exchange
Control Information


 


If
the Employee acquires Shares valued at more than ¥100,000,000 in a single
transaction, a report will need to be filed with the Ministry of Finance through
the Bank of Japan.  The employee is
encouraged to speak to his or her personal advisor if this threshold applies at
vesting of the RSUs.


 


NETHERLANDS


 


NOTIFICATIONS


 


Securities Law Information.  The Employee should be aware of Dutch insider
trading rules which
may impact the sale of Shares acquired under the Plan.  In particular, the Employee may be prohibited
from effecting certain transactions if he or she has insider information
regarding the Company.


 


By accepting the grant of
the RSUs and participating in the Plan, the Employee acknowledges having read
and understood this Securities Law Information and further acknowledges that it
is the Employee’s responsibility to comply with the following Dutch insider
trading rules.


 


Under Article 46 of
the Act on the Supervision of the Securities Trade 1995, anyone who has “insider
information” related to an issuing company is prohibited from effectuating a
transaction in securities in or from the Netherlands.  “Inside information” is defined as knowledge
of details concerning the issuing company to which the securities relate that
is not public and which, if published, would reasonably be expected to affect
the stock price, regardless of the development of the price.  The insider could be any employee of the Company
or a Subsidiary in the Netherlands who has inside information as described
herein.


 


Given the broad scope of
the definition of inside information, certain employees of the Company working
at a Subsidiary in the Netherlands (including an Employee in the Plan) may have
inside information and, thus, would be prohibited from effectuating a
transaction in securities in the Netherlands at a time when the Employee had
such inside information.


 


SINGAPORE


 


NOTIFICATIONS


 


Securities
Law Information.  The grant of the RSUs is being made on a
private basis and is, therefore, exempt from registration in Singapore.


 


Director
Notification Requirement.  Directors of a Singapore Subsidiary are
subject to certain notification requirements under the Singapore Companies Act.  Directors must notify the Singapore
Subsidiary in writing of an interest (e.g., RSUs,
Shares, etc.) in the Company or any 


 


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related companies within
two days of (i) its acquisition or disposal, (ii) any change in a
previously disclosed interest (e.g., when the
Shares are sold), or (iii) becoming a director.


 


SOUTH
KOREA


 


NOTIFICATIONS


 


Exchange
Control Information.
Exchange control laws require Korean residents who realize US$500,000 or more
from the sale of Shares acquired at vesting of RSUs to repatriate the proceeds
to Korea within 18 months of the sale.


 


UNITED
KINGDOM


 


TERMS
AND CONDITIONS


 


Withholding
Taxes.  This provision supplements Paragraph 6 of the
Agreement:


 


If
payment or withholding of the Tax-Related Items is not made within 90 days of
the event giving rise to the Tax-Related Items (the “Due Date”) or such other
period specified in Section 222(1)(c) of the U.K. Income Tax
(Earnings and Pensions) Act 2003, the amount of any uncollected Tax-Related
Items will constitute a loan owed by the Employee to the Employer, effective on
the Due Date.  The Employee agrees that
the loan will bear interest at the then-current Official Rate of Her Majesty’s
Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the
Company or the Employer may recover it at any time thereafter by any of the
means referred to in Paragraph
6 of the Agreement.  Notwithstanding the foregoing, if the
Employee is a director or executive officer of the Company (within the meaning
of Section 13(k) of the U.S. Securities Exchange Act of 1934, as
amended), the Employee will not be eligible for such a loan to cover the
Tax-Related Items.  In the event that the
Employee is a director or executive officer and the Tax-Related Items are not
collected from or paid by the Employee by the Due Date, the amount of any
uncollected Tax-Related Items will constitute a benefit to the Employee on
which additional income tax and national insurance contributions will be
payable.  The Employee will be
responsible for reporting and paying any income tax and national insurance
contributions due on this additional benefit directly to HMRC under the
self-assessment regime.


 


In
addition, the Employee agrees that the Company and/or the Employer may
calculate the Tax-Related Items to be withheld and accounted for by reference
to the maximum applicable rates, without prejudice to any right the Employee
may have to recover any overpayment from the relevant tax authorities.


 


RSUs Payable Only in Shares. 
Notwithstanding any discretion in the Plan or anything to the contrary
in the Agreement, RSUs granted to Employees who are resident and ordinarily
resident in the United Kingdom do not provide any right for the Employees to
receive a cash payment, and the RSUs are payable in Shares only.


 


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